Definitions Clause Example with 8 Variations from Business Contracts
This page contains Definitions clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1. 1.1. "Expiration Time" shall mean the earlier to occur of (a) the time that the Company Shareholder Approval has been obtained, (b) the Effective Time, (c) such date and time as the Merger Agreement shall be validly terminated pursuant to Article VIII ...thereof, and (d) any amendment of any term or provision of the original Merger Agreement, dated as of the Agreement Date, that reduces the Merger Consideration or changes the form of consideration payable to the Stockholders pursuant to Section 2.01(c) of Merger Agreement, without such Stockholder's prior consent. 1.2. "Transfer" shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, or other transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition or other transfer (by operation of law or otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other than this Agreement), (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, or (c) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) or (b).View More
Variations of a "Definitions" Clause from Business Contracts
Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned to them in this Section 1. 1.1. "Expiration Time" shall mean the earlier earliest to occur of (a) the time that closing of the Company Shareholder Approval has been obtained, Merger in accordance with the terms of the Merger Ag...reement and (b) the Effective Time, (c) such date and time as the Merger Agreement shall be validly terminated pursuant to Article VIII thereof, and (d) any amendment of any term or provision of VII thereof. "Registration Rights Agreement" shall mean the original Merger Registration Rights Agreement, dated as of April 14, 2014, by and among the Agreement Date, that reduces Company and the Merger Consideration or changes other parties thereto. "Stockholders' Agreement" shall mean the form Stockholders' Agreement, dated as of consideration payable to April 14, 2014, by and among the Stockholders pursuant to Section 2.01(c) of Merger Agreement, without such Stockholder's prior consent. 1.2. Company and the other parties thereto. "Transfer" shall mean (a) (i) any direct or indirect offer, sale, assignment, encumbrance, gift, pledge, hypothecation, disposition, disposition or other transfer (by operation of law Law or otherwise), either voluntary or involuntary, or entry into any contract, option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, gift, pledge, hypothecation, disposition or other transfer (by operation of law Law or otherwise), of any Covered Shares (excluding, for the avoidance of doubt, entry into this Agreement or any interest in any Covered Shares (in each case other than this Agreement), (b) the Merger Agreement or the Reverse Stock Split); or (ii) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy proxy, corporate representative appointment or power of attorney (other than this Agreement) (or other consent or authorization with respect to such Covered Shares, Shares), in each case, that is inconsistent with the provisions of this Agreement; or (c) (iii) any Contract agreement or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) sub-paragraphs (i) or (b). (ii). View More
Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1. 1.1. "Expiration Time" shall mean the earlier to occur of (a) the time that the Company Shareholder Approval has been obtained, (b) the Effective Time, (c) (b) such date and time as the Merger Agreement shall be validly is terminated pursuant to Articl...e VIII thereof, and in accordance with the terms of Section 8 of the Merger Agreement, (c) the termination of this Agreement by written agreement of all of the Parties, (d) the date on which any amendment of to the Merger Agreement is effected, or any term or provision waiver of the original Company's rights under the Merger Agreement, dated as of Agreement is granted, in each case without the Agreement Date, Advisor's prior written consent, that reduces (i) diminishes (in any amount) the Merger Consideration or to be received by stockholders of the Company, (ii) changes the form of consideration the Merger Consideration payable to the Stockholders pursuant stockholders of the Company, (iii) extends the Outside Date beyond December 31, 2024 or (iv) imposes any additional conditions or obligations that would reasonably be expected to Section 2.01(c) prevent or impede the consummation of the Merger Agreement, without such Stockholder's prior consent. by the Outside Date. 1.2. "Transfer" shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, or other transfer (by operation of law Law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition or other transfer (by operation of law Law or otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other than this Agreement), Agreement); (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, Shares; or (c) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) (a), or (b). (b) above; provided, that liens on Covered Shares in favor of a bank or broker-dealer, in each case holding custody of Covered Shares in the ordinary course of business, shall not be considered a Transfer hereunder, provided that any transfer as a result of the exercise of remedies under such liens shall be deemed to be a Transfer. View More
Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1. 1.1. "Expiration Time" shall mean the earlier earliest to occur of (a) the time that the Company Shareholder Approval has been obtained, Effective Time and (b) the Effective Time, (c) such date and time as the Merger Agreement shall be validly terminat...ed pursuant to Article VIII thereof, and (d) any amendment of any term or provision of the original Merger Agreement, dated as of the Agreement Date, that reduces the Merger Consideration or changes the form of consideration payable to the Stockholders pursuant to Section 2.01(c) of Merger Agreement, without such Stockholder's prior consent. 1.2. IX thereof. "Transfer" shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer (by operation of law Law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition disposition, loan or other transfer (by operation of law Law or otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other than this Agreement), (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, (c) entry into any hedge, swap or (c) other transaction or Contract which is designed to (or is reasonably expected to lead to or result in) a transfer of the economic consequences of ownership of any Covered Shares, whether any such transaction is to be settled by delivery of Covered Shares, in cash or otherwise or (d) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) (a), (b) or (b). (c) above. View More
Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Transaction Agreement. When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1. 1.1. "Expiration Time" shall mean the earlier earliest to occur of (a) the time that when the Company Shareholder Approval Requisite Vote has been obtained, (b) such time, if any, when the Effective Time, (c) such date and time as the Merge...r Transaction Agreement shall be validly terminated pursuant to Article VIII thereof, IX thereof and (d) any amendment of any term or provision of (c) the original Merger Agreement, dated as of the Agreement Date, that reduces the Merger Consideration or changes the form of consideration payable to the Stockholders pursuant to Section 2.01(c) of Merger Agreement, without such Stockholder's prior consent. Effective Time. 1.2. "Transfer" shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, donation, distribution, appointment, disposition or other transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, donation, distribution, appointment, disposition or other transfer (by operation of law Law or otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other than this Agreement), (b) the deposit of such Covered Shares into a voting trust, the entry into a derivative arrangement with respect to any of the Covered Shares, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, Shares or (c) the entry into any Contract Contract, option, commitment or commitment other undertaking (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) or (b). (b) above. View More
Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1. 1.1. "Expiration Time" shall mean the earlier to occur of (a) the time that the Company Shareholder Approval has been obtained, Effective Time and (b) the Effective Time, (c) such date and time as the Merger Agreement shall be validly terminated pursua...nt to Article VIII thereof, and (d) any amendment of any term or provision of the original Merger Agreement, dated as of the Agreement Date, that reduces the Merger Consideration or changes the form of consideration payable to the Stockholders pursuant to Section 2.01(c) of Merger Agreement, without such Stockholder's prior consent. 1.2. thereof. "Transfer" shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer (by operation of law Law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition disposition, loan or other transfer (by operation of law Law or otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other than this Agreement), (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, (c) entry into any hedge, swap or (c) other transaction or Contract which is designed to (or is reasonably expected to lead to or result in) a transfer of the economic consequences of ownership of any Covered Shares, whether any such transaction is to be settled by delivery of Covered Shares, in cash or otherwise or (d) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) (a), (b) or (b). (c) above. View More
Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1. 1.1. "Expiration Time" shall mean the earlier earliest to occur of (a) the time that the Company Shareholder Approval has been obtained, (b) the Effective Time, (c) (b) such date and time as the Merger Agreement shall be validly terminated pursuant to ...Article VIII thereof, and (d) any amendment VII thereof or (c) the date of any term amendment, modification, change or waiver of any provision of the original Merger Agreement, dated as of the Agreement Date, that reduces the Merger Consideration amount or changes the form of consideration payable to the Stockholders pursuant to Section 2.01(c) Merger Consideration (other than adjustments in accordance with the terms of the Merger Agreement, without such Stockholder's prior consent. 1.2. Agreement). "Transfer" shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer (by operation of law Law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition disposition, loan or other transfer (by operation of law Law or otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other than this Agreement), (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, (c) entry into any hedge, swap or (c) other transaction or Contract which is designed to (or is reasonably expected to lead to or result in) a transfer of the economic consequences of ownership of any Covered Shares, whether any such transaction is to be settled by delivery of Covered Shares, in cash or otherwise or (d) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) (a), (b) or (b). (c) above. View More
Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1. 1.1. "Covered Shares" means, with respect to any Stockholder as of any time of determination, all shares of common stock, par value $0.0001 per share, of the Company ("Common Stock"), of which such Stockholder is the record and/or "beneficial owner" (w...ithin the meaning of Rule 13d-3 under the Exchange Act) at such time, including, for the avoidance of doubt, any shares acquired as a result of the vesting, settlement or exercise of any Company Equity Awards. 1.2. "Expiration Time" shall mean the earlier to occur of (a) the time that the Company Shareholder Approval has been obtained, (b) the Effective Time, (c) such date and time as the Merger Agreement shall be validly terminated pursuant to Article VIII VII thereof, (c) the occurrence of an Adverse Recommendation Change and (d) any amendment of any term or provision of the original Merger Agreement, dated as of the Agreement Date, that (A) reduces the Merger Consideration or changes the form of consideration payable to the Stockholders stockholders of the Company pursuant to Section 2.01(c) of Merger Agreement, (B) imposes additional conditions to the consummation of the Merger or (C) is materially adverse to any of the Stockholders in their capacity as such, in any such case without such Stockholder's prior consent. 1.2. 1.3. "Transfer" shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, or other transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition or other transfer (by operation of law Law or otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other than this Agreement), (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, or (c) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) or (b). View More
Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1. 1.1. "Expiration Time" shall mean the earlier earliest to occur of (a) the time that the Company Shareholder Requisite Stockholder Approval has been obtained, (b) the Effective Time, (c) such date and time as the Merger Agreement shall be validly termi...nated pursuant to Article VIII thereof, and (d) (i) any amendment of any term or provision of the original Merger Agreement, dated as of the Agreement Date, that reduces the Merger Consideration Per Share Price or changes the form of consideration payable to the Stockholders pursuant to Section 2.01(c) 2.7(a)(ii) of the Merger Agreement or is otherwise materially adverse to the holders of shares of Common Stock, in each case, without the Stockholder's prior written consent or (ii) the notification by (or on behalf of) Parent or Merger Sub to the Company that it is not willing or not able to proceed with the Merger on substantially the terms set forth in the original Merger Agreement, without such Stockholder's prior consent. dated as of the Agreement Date, including by advising the Company that it is unwilling to proceed with the Merger unless the Per Share Price is reduced or changed in form of consideration payable to the Stockholders pursuant to Section 2.7(a)(ii) of the Merger Agreement. 1.2. "Transfer" shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, or other transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition or other transfer (by operation of law Law or otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other than this Agreement), (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, or (c) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses clause (a) or (b). (b) above. View More
